UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ESC MEDICAL SYSTEMS LTD.
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(Name of Issuer)
Ordinary Shares, NIS 0.10 par value per Share
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(Title of Class of Securities)
M40868107
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(CUSIP Number)
Asher B. Edelman Todd J. Emmerman, Esq.
717 Fifth Avenue c/o Rosenman & Colin LLP
New York, New York 10022 575 Madison Avenue
(212) 371-7711 New York, New York 10022
(212) 940-8873
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 11, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. M40868107
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Edelman Value Partners, L.P.
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 621,100 Shares
Person --------------------------------------------------------
With 9 Sole Dispositive Power
--------------------------------------------------------
10 Shared Dispositive Power
621,100 Shares
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
621,100 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
2.39%
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14 Type of Reporting Person
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. M40868107
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Edelman Value Fund, Ltd.
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
British Virgin Islands
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7 Sole Voting Power
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 842,300 Shares
Person --------------------------------------------------------
With 9 Sole Dispositive Power
--------------------------------------------------------
10 Shared Dispositive Power
842,300 Shares
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
842,300 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
3.24%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. M40868107
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
A.B. Edelman Management Company, Inc.
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds
Not Applicable
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
New York
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7 Sole Voting Power
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 621,100 Shares (comprised of shares owned by Edelman
Person Value Partners, L.P.)
With --------------------------------------------------------
9 Sole Dispositive Power
--------------------------------------------------------
10 Shared Dispositive Power
621,100 Shares (comprised of shares owned by Edelman
Value Partners, L.P.)
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
621,100 Shares (comprised of shares owned by Edelman Value Partners, L.P.)
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
2.39%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. M40868107
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Asher B. Edelman
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds
Not Applicable
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 1,463,400 Shares (comprised of shares owned by Edelman
Person Value Partners, L.P. and shares owned by Edelman Value
With Fund, Ltd.)
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9 Sole Dispositive Power
--------------------------------------------------------
10 Shared Dispositive Power
1,463,400 Shares (comprised of shares owned by Edelman
Value Partners, L.P. and shares owned by Edelman Value
Fund, Ltd.)
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,463,400 Shares (comprised of shares owned by Edelman Value Partners,
L.P. and shares owned by Edelman Value Fund, Ltd.)
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
5.62%
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14 Type of Reporting Person
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. M40868107
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robin Rodriguez
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds
PF
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
Number of
Shares 35,700 Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 352,500 Shares (comprised of shares owned by Cordell
Person Consultants, Inc. (VA) Money Purchase Plan, Kamikaze
With Trading LLC and Amalgamated Sludge LLC)
--------------------------------------------------------
9 Sole Dispositive Power
35,700 Shares
--------------------------------------------------------
10 Shared Dispositive Power
352,500 Shares (comprised of shares owned by Cordell
Consultants, Inc. (VA) Money Purchase Plan, Kamikaze
Trading LLC and Amalgamated Sludge LLC)
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
388,200 Shares (including shares owned by Cordell Consultants, Inc.
(VA) Money Purchase Plan, Kamikaze Trading LLC and Amalgamated Sludge LLC)
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
1.49%
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14 Type of Reporting Person
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. M40868107
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cordell Consultants, Inc. (VA) Money Purchase Plan
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Virginia
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7 Sole Voting Power
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 39,600 Shares
Person --------------------------------------------------------
With 9 Sole Dispositive Power
--------------------------------------------------------
10 Shared Dispositive Power
39,600 Shares
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
39,600 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
0.15%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. M40868107
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kamikaze Trading LLC
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Virginia
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7 Sole Voting Power
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 157,950 Shares
Person --------------------------------------------------------
With 9 Sole Dispositive Power
--------------------------------------------------------
10 Shared Dispositive Power
157,950 Shares
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
157,950 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
.61%
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14 Type of Reporting Person
OO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. M40868107
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Amalgamated Sludge LLC
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Nevada
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7 Sole Voting Power
Number of
Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 154,950 Shares
Person --------------------------------------------------------
With 9 Sole Dispositive Power
--------------------------------------------------------
10 Shared Dispositive Power
154,950 Shares
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
154,950 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
.59%
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14 Type of Reporting Person
OO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the Ordinary Shares, par
value NIS 0.10 per share (the "Shares") of ESC Medical Systems Ltd. (the
"Company"), a company organized and existing under the laws of the State of
Israel. The address of the Company's principal executive offices is P.O. Box
240, Yokneam Industrial Park, Yokneam, Israel 20697.
Item 2. Identity and Background
(a) This Statement is filed as a joint statement pursuant to Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act") by (i) Edelman Value Partners, L.P., a Delaware limited partnership
("Edelman Value Partners"), with respect to the shares owned by it, (ii) Edelman
Value Fund, Ltd., a British Virgin Islands corporation ("Edelman Value Fund"),
with respect to the shares owned by it, (iii) A.B. Edelman Management Company,
Inc., a New York corporation ("Edelman Management"), as the sole general partner
of Edelman Value Partners, with respect to the shares owned by Edelman Value
Partners, (iv) Asher B. Edelman, as Investment Manager for Edelman Value Fund
and as president and sole Director of Edelman Management (Asher B. Edelman,
Edelman Value Partners, Edelman Value Fund and Edelman Management are
hereinafter collectively referred to as the "Edelman Entities"), (v) Kamikaze
Trading LLC, a Virginia limited liability company ("Kamikaze"), with respect to
the shares owned by it, (vi) Amalgamated Sludge LLC, a Nevada limited liability
company ("Amalgamated"), with respect to the shares owned by it, (vii) Cordell
Consultants, Inc. (VA) Money Purchase Plan, a Virginia corporation ("Cordell"),
with respect to the shares owned by it and (viii) Robin Rodriguez with respect
to the shares owned by him and as Managing Member of Kamikaze, Managing Member
of Amalgamated and President of Cordell (Robin Rodriguez, Kamikaze, Amalgamated
and Cordell are hereinafter collectively referred to as the "Rodriguez
Entities"; the Edelman Entities and the Rodriguez Entities are hereinafter
collectively referred to as the "Reporting Persons").
The Edelman Entities and the Rodriguez Entities are making this
joint filing as a "group" under Section 13(d)(3) of the Exchange Act, in light
of their oral agreement with respect to their respective investments in the
Company described in Item 4 below.
The sole general partner of Edelman Value Partners is Edelman
Management. Edelman Value Fund's sole officer and director is Bayard Corporate
Services (BVI) Ltd. ("Bayard"). The sole director and President of Edelman
Management is Asher B. Edelman. The additional executive officers of Edelman
Management are Irving Garfinkel and Gerald N. Agranoff. The Managing Member of
Kamikaze is Robin Rodriguez. The Managing Member of Amalgamated is Robin
Rodriguez. The President and sole director of Cordell is Robin Rodriguez.
(b) The address of the principal business and principal office of
each of Edelman Management, Edelman Value Partners, Irving Garfinkel and Gerald
N. Agranoff is 717 Fifth Avenue, New York, New York 10022. The principal
business address of each of Edelman Value Fund and Bayard is the Creque
Building, P.O. Box 116, Road Town, Tortola, B.V.I. Asher B. Edelman maintains
business offices in conjunction with the foregoing entities.
The address of the principal business and principal office of each
of Kamikaze, Amalgamated and Cordell is 5540 Laurel Ridge Road, Ruckersville,
Virginia 22968. The
<PAGE>
address of the principal business and principal office of Robin Rodriguez is 675
Berkmar Court, Charlottesville, Virginia 22901.
(c) The principal business of Edelman Value Partners is that of an
investment partnership. The principal business of Edelman Value Fund is that of
an investment fund. The principal business of Edelman Management is that of an
investment manager. Mr. Edelman is principally in the business of investing for
profit in securities and various other assets, including through various
investment partnerships and other entities. Mr. Edelman also serves on the Board
of Directors of several corporations and acts as the indirect General Partner of
Edelman Securities, a registered broker-dealer.
The principal business of Bayard is to provide administrative
services to offshore companies.
Mr. Garfinkel is principally employed as a General Partner of Asco
Partners and a Controller of Plaza Securities Company.
Mr. Agranoff is principally employed as a General Partner of Asco
Partners and a Controller of Plaza Securities Company.
The principal business of Kamikaze, Amalgamated and Cordell is
investing for profit in securities and various other assets. Mr. Rodriguez is
principally in the business of investing for profit, including as an executive
officer, director or member of Kamikaze, Amalgamated and Cordell.
(d) To the best knowledge of the Reporting Persons, none of the
persons referred to in paragraph (a) above has during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) To the best knowledge of the Reporting Persons, none of the
persons referred to in paragraph (a) above has during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decrees or final order enjoining future violations of or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect thereto.
(f) Each of Asher B. Edelman, Robin Rodriguez, Irving Garfinkel, and
Gerald B. Agranoff is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used to purchase the Shares held by
Edelman Value Fund was $4,367,006.50. The source of funds used by Edelman Value
Fund to purchase such Shares was working capital.
The aggregate amount of funds used to purchase the Shares held by
Edelman Value Partners was $3,220,236.13. The source of funds used by Edelman
Value Partners to purchase such Shares was working capital.
The aggregate amount of funds used to purchase the Shares held by
Cordell was $201,771.50. The source of funds used by Cordell to purchase such
Shares was working capital.
<PAGE>
The aggregate amount of funds used to purchase the Shares held by
Kamikaze was $818,762.13. The source of funds used by Kamikaze to purchase such
Shares was working capital.
The aggregate amount of funds used to purchase the Shares held by
Amalgamated was $794,635.38. The source of funds used by Amalgamated to purchase
such shares was working capital.
The aggregate amount of funds used to purchase the Shares held by
Robin Rodriguez was $185,829.13. The source of funds used by Robin Rodriguez to
purchase such Shares was personal funds.
Each such entity and individual possesses a portfolio containing
securities other than those of the Company which portfolio may, from time to
time, be held in margin accounts at major domestic brokerage firms which may
have debit balances, and which may, from time to time, be subject to security
interests in favor of major domestic or international lending institutions to
secure working capital advances. Since the portfolio securities are comprised of
shares other than those of the Company, it is highly impractical to determine
the amount, if any, borrowed with respect to the Company shares held in such
general accounts or comprising a portion of such collateral.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Shares of the Company
reported herein with a view to making a profit on their investment. In light of
their investment objectives, the Reporting Persons intend to consider
appropriate methods of maximizing the value of their Shares and, to the extent
consistent with their investment objectives, shareholder value in general.
On February 24, 1999, Mr. Rodriguez met with Arie Genger, a
significant shareholder of the Company, in Mr. Genger's New York offices to
discuss various matters, including matters relating to the Company. At the
meeting Mr. Genger generally indicated that he was dissatisfied with the
Company's performance, that he believed certain managerial changes were
necessary in order to enhance shareholder value and that he was considering
methods of effectuating such changes. In response to his meeting with Mr.
Genger, Mr. Rodriguez arranged a meeting among Messrs. Edelman, Genger and
Rodriguez, which meeting took place on February 25, 1999 at Mr. Edelman's New
York offices. At such meeting , Mr. Genger reiterated his concerns with respect
to the Company. Mr. Edelman told Mr. Genger that he would consider making an
investment in the Company, but did not make any commitment to, or arrangement or
agreement with, Mr. Genger with respect to any such possible investment or with
respect to the Company or its management in the event Mr. Edelman ultimately
determined to make an investment in the Company. Mr. Genger also indicated at
the meeting that he intended to speak with other shareholders of the Company
with respect to the same matter.
On March 1, 1999, Mr. Edelman and Mr. Rodriguez determined to begin
acquiring shares of the Company and orally agreed to work in conjunction with
each other with respect to their respective investments in the Company,
including with respect to seeking appropriate methods of maximizing the value of
their Shares and/or shareholder value in general. Mr. Edelman and Mr. Rodriguez
also orally agreed to vote their respective Shares in the same manner. Neither
Mr. Edelman nor Mr. Rodriguez had any specific intentions with respect to the
<PAGE>
Company or its management at the time of determining to acquire shares of the
Company, however, Mr. Edelman and Mr. Rodriguez did acquire Shares with a view
to making a profit on their investment, and in that regard generally intended to
consider appropriate methods of maximizing the value of their Shares.
Notwithstanding their oral agreement to work in conjunction with each other with
respect to their respective investments in the Company, each Reporting Person
retains complete, independent economic control over their respective investments
in the Shares, and no Reporting Person has made any specific agreement,
commitment or arrangement regarding disposition of its Shares.
As more fully described in Item 5 below, between March 1, 1999 and
March 11, 1999, the Edelman Entities and the Rodriguez Entities acquired an
aggregate of approximately 7.11% of the outstanding Shares of the Company.
On March 12, 1999, Mr. Genger and Barnard Gottstein, also an owner
of a significant number of Shares in the Company, each amended their respective
Schedule 13D filings with respect to the Company disclosing, among other things,
that on March 11, 1999 they had sent a joint letter to the Company setting forth
a proposal (referred to herein as the "G&G Proposal") to restructure the
composition of the Board of Directors of the Company with four new directors to
be identified by Messrs. Genger and Gottstein. None of the Reporting Persons has
expressed their position with respect to the G&G Proposal to Messrs. Genger or
Gottstein or otherwise. The Reporting Persons are currently evaluating the G&G
Proposal in light of the Reporting Persons' investment objectives, together with
other possible methods of maximizing the value of their Shares and/or
shareholder value. The Reporting Persons may in connection with their
consideration of the G&G Proposal seek to meet with Messrs. Genger and Gottstein
or other shareholders of the Company, or seek meetings (in addition to the
meeting with Mr. Eckhouse referred to below) with current management or the
current Board of Directors of the Company.
On March 16, 1999, Mr. Edelman telephoned Shimon Eckhouse, the
Chairman of the Board of Directors, President and Chief Executive Officer of the
Company, to request a meeting with Mr. Eckhouse. In response to such request Mr.
Eckhouse agreed to meet with Mr. Edelman on March 17, 1999 in Mr. Edelman's New
York offices.
The Reporting Persons intend to closely scrutinize and monitor
developments at the Company, including those relating to the G&G Proposal. The
Reporting Persons may at any time and from time-to-time (i) acquire additional
Shares (subject to availability at prices deemed favorable) in the open market,
in privately negotiated transactions or otherwise, (ii) dispose of Shares at
prices deemed favorable in the open market, in privately negotiated transactions
or otherwise, or (iii) act to institute measures to maximize the value of the
Reporting Persons' Shares and, to the extent consistent therewith, shareholder
value in general, in each case, subject to applicable securities laws, as, if
and when such acquisitions, sales or other actions are determined by the
Reporting Persons, or any of them, to be in their best interests. Such actions
of the Reporting Persons may include requesting one or more seats on the
Company's Board of Directors, contacting financial and/or strategic buyers for
the Company and/or, to the extent necessary, a proxy solicitation to achieve any
of the above or other possible actions. Such actions of the Reporting Persons
could also include one or more of the other transactions, changes or events
specified in clauses (a)-(j) of Item 4 of the Form of Schedule 13D. The
Reporting Persons may seek additional meetings with the Company and/or seek to
meet with other shareholders of the Company, including Messrs. Genger and
Gottstein, in connection with their consideration of appropriate methods of
maximizing the value of the Reporting Persons' Shares and/or shareholder value
in general. Depending on future developments, the plans of the Reporting Persons
may change.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of the outstanding Shares of the
Company reported owned by each Reporting Person is based upon 26,027,000 Shares
of the Company outstanding, based on the weighted average number of Shares
outstanding during the period ended December 31, 1998, as reported in the
Company's financial report press release for the period ended December 31, 1998.
As of the close of business on March 16, 1999:
(i) Edelman Value Partners owns 621,100 Shares which
constitute approximately 2.39% of the Shares of the Company outstanding;
(ii) Edelman Management owns no Shares of the Company. As sole
General Partner of Edelman Value Partners, Edelman Management may be
deemed, by the provisions of Rule 13d-3 of the Exchange Act Rules, to be
the beneficial owner of the 621,100 Shares owned by Edelman Value
Partners. Such Shares constitute approximately 2.39% of the Shares of the
Company outstanding;
(iii) Edelman Value Fund owns 842,300 Shares which constitute
approximately 3.24% of the Shares of the Company outstanding;
(iv) Asher B. Edelman owns no Shares of the Company. As the
President and sole Director of Edelman Management, which is the sole
General Partner of Edelman Value Partners, and as the Investment Manager
of Edelman Value Fund, Asher B. Edelman may be deemed under the provisions
of Rule 13d-3 of the Exchange Act Rules, to be the beneficial owner of
621,100 Shares of the Company owned by Edelman Value Partners and the
842,300 Shares of the Company owned by Edelman Value Fund. Such Shares, in
the aggregate, constitute approximately 5.62% of the Shares of the Company
outstanding;
(v) Cordell owns 39,600 Shares of the Company which constitute
approximately 0.15% of the Shares of the Company outstanding;
(vi) Kamikaze owns 157,950 Shares of the Company which
constitute approximately 0.61% of the Shares of the Company outstanding;
(vii) Amalgamated owns 154,950 Shares of the Company which
constitute approximately 0.59% of the Shares of the Company outstanding;
(viii) Robin Rodriguez personally owns 35,700 Shares of the
Company which constitute approximately 0.14% of the Shares of the Company
outstanding. In addition, as the Managing Member of Kamikaze, the Managing
Member of Amalgamated and the President and sole director of Cordell,
Robin Rodriguez may be deemed, by the provisions of Rule 13d-3 of the
Exchange Act Rules to be the beneficial owner of the 157,950 Shares of the
Company owned by Kamikaze, the 154,950 Shares of the Company owned by
Amalgamated and the 39,600 Shares of the Company owned by Cordell. Such
Shares(including those held by Mr. Rodriguez personally) in the aggregate
constitute approximately 1.49% of the Shares of the Company outstanding.
<PAGE>
(b) Edelman Value Partners has the sole power to vote and dispose of
the Shares of the Company owned by it, which power is exercisable by Mr.
Edelman, as President and sole Director of Edelman Management, which is the sole
General Partner of Edelman Value Partners.
Edelman Value Fund has the sole power to vote and dispose of the
Shares of the Company owned by it, which power is exercisable by Mr. Edelman, as
Investment Manager.
Cordell has the sole power to vote and dispose of the Shares of the
Company owned by it, which power is exercisable by Mr. Rodriguez as President.
Kamikaze has the sole power to vote and dispose of the Shares of the
Company owned by it, which power is exercisable by Mr. Rodriguez as Managing
Member.
Amalgamated has the sole power to vote and dispose of the Shares of
the Company owned by it, which power is exercisable by Mr. Rodriguez as Managing
Member.
Mr. Rodriguez has the sole power to vote and dispose of the Shares
of the Company which are personally owned by him.
(c) Set forth below is a description of all transactions in Shares
of the Company that were effected during the past sixty days by any of the
Reporting Persons. All such transactions were effected on the open market.
Number Price
Entity Date Of Shares per Share
------ ---- --------- ---------
Edelman Value Fund 3/1/99 42,000 $5.0938
Edelman Value Partners 3/1/99 29,000 $5.0938
Cordell 3/1/99 29,000 $5.0938
Edelman Value Fund 3/2/99 35,700 $5.0938
Edelman Value Partners 3/2/99 24,700 $5.0938
Cordell 3/2/99 10,600 $5.0938
Robin Rodriguez 3/2/99 14,000 $5.0938
Edelman Value Fund 3/3/99 10,000 $5.1250
Edelman Value Partners 3/3/99 7,000 $5.1250
Robin Rodriguez 3/3/99 7,000 $5.1250
Edelman Value Fund 3/4/99 82,300 $5.3438
Edelman Value Partners 3/4/99 56,900 $5.3438
Robin Rodriguez 3/4/99 14,700 $5.3438
Kamikaze 3/4/99 42,100 $5.3438
Edelman Value Fund 3/9/99 204,300 $5.1250
Edelman Value Partners 3/9/99 141,200 $5.1250
Kamikaze 3/9/99 115,850 $5.1250
Amalgamated 3/9/99 25,250 $5.1250
Edelman Value Fund 3/10/99 168,000 $5.1250
Edelman Value Partners 3/10/99 116,000 $5.1250
Amalgamated 3/10/99 116,000 $5.1250
Edelman Value Fund 3/11/99 300,000 $5.1563
Edelman Value Partners 3/11/99 246,300 $5.1563
Amalgamated 3/11/99 13,700 $5.1563
(d) Not applicable.
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
As is more fully described in Item 2 and Item 4, the Edelman
Entities and the Rodriguez Entities have orally agreed to work in conjunction
with one another with respect to their respective investments in the Company,
including with respect to seeking appropriate methods of maximizing the value of
their Shares and/or shareholder value in general. Mr. Edelman and Mr. Rodriguez
have also orally agreed to vote their respective Shares in the same manner. In
addition, in consideration of Mr. Rodriguez's services in identifying the
Company as a suitable investment for Mr. Edelman, Mr. Edelman has orally agreed
to pay Mr. Rodriguez an amount equal to 10% of any profits realized by the
Edelman Entities as a result of their investment in the Company.
Except to the extent described in Item 2, Item 4 and in this Item 6,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons or between any of such Reporting Persons
and any other person with respect to any securities of the Company (including,
but not limited to, any contract, arrangement, understanding or relationship
involving the transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantee of profits,
divisions of profits or loss, or the giving or withholding of proxies), although
the Reporting Persons reserve the right to develop such in the future.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Agreement Pursuant to Rule 13d-1(k)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: March 17, 1999
/s/ Asher B. Edelman
------------------------------
Asher B. Edelman, individually
and as attorney-in-fact for
each of Edelman Value
Partners, L.P., Edelman Value
Fund, Ltd., and A.B. Edelman
Management Company, Inc.
/s/ Robin Rodriguez
------------------------------
Robin Rodriguez, individually
and as attorney-in-fact for
each of Kamikaze Trading LLC,
Amalgamated Sludge LLC and
Cordell Consultants, Inc. (VA)
Money Purchase Plan
<PAGE>
EXHIBIT 1
AGREEMENT REGARDING JOINT FILING UNDER
SECTION 13(d) OF THE EXCHANGE ACT
FOR VALUE RECEIVED, the undersigned, effective as of March 17, 1999,
hereby agree as follows:
1. Joint Filing Authorization. Each party hereto authorizes ASHER B.
EDELMAN to file on their behalf with the Securities & Exchange Commission (the
"SEC"), all appropriate exchanges and other appropriate parties, as a joint
filing for all of the undersigned parties pursuant to Rule 13d-1(k), a statement
of their beneficial ownership of the Ordinary Shares, par value NIS 0.10 per
share of ESC MEDICAL SYSTEMS, LTD. (the "Company") on Schedule 13D as
promulgated by the SEC, including any pertinent amendments thereto, and
including, where applicable, additions or deletions to the group represented by
the undersigned.
2. Power of Attorney.
(a) Each of Edelman Value Partners, L.P., Edelman Value Fund, Ltd.,
and A.B. Edelman Company, Inc., individually and in its capacity as General
Partner of Edelman Value Partners, L.P., hereby designates and appoints ASHER B.
EDELMAN as their attorney-in-fact, to take all actions and to execute all
documentation in their stead and on their behalf necessary or prudent to
effectuate the joint filings relating to the Company contemplated by this
Agreement, until revoked in writing by the party.
(b) Each of Kamikaze Trading LLC, Amalgamated Sludge LLC and Cordell
Consultants, Inc. (VA) Money Purchase Plan hereby designates and appoints ROBIN
RODRIGUEZ as their attorney-in-fact, to take all actions and to execute all
documentation in their stead and on their behalf necessary or prudent to
effectuate the joint filings relating to the Company contemplated by this
Agreement, until revoked in writing by the party.
3. Binding on Heirs, Representatives, Successors and Assigns. This
Agreement shall be binding upon the undersigned and their respective heirs,
representatives, successors and assigns.
/s/ Asher B. Edelman
------------------------------------------------
Asher B. Edelman
EDELMAN VALUE PARTNERS, L.P.,
a Delaware limited partnership
By: A.B. Edelman Management Company, Inc., a
New York corporation, General Partner
By: /s/ Asher B. Edelman
----------------------------------------
Asher B. Edelman, President
<PAGE>
EDELMAN VALUE FUND, LTD.,
a British Virgin Islands corporation
By: /s/ Asher B. Edelman
----------------------------------------
Asher B. Edelman, Investment Manager
A.B. EDELMAN MANAGEMENT COMPANY, INC.,
a New York corporation
By: /s/ Asher B. Edelman
----------------------------------------
Asher B. Edelman, President
/s/ Robin Rodriguez
------------------------------------------------
Robin Rodriguez
KAMIKAZE TRADING LLC,
a Virginia limited liability company
By: /s/ Robin Rodriguez
----------------------------------------
Robin Rodriguez, Managing Member
AMALGAMATED SLUDGE LLC ,
a Nevada limited liability company
By: /s/ Robin Rodriguez
----------------------------------------
Robin Rodriguez, Managing Member
CORDELL CONSULTANTS, INC. (VA) MONEY
PURCHASE PLAN, a Virginia corporation
By: /s/ Robin Rodriguez
----------------------------------------
Robin Rodriguez, President
